RELEASE AND SEPARATION AGREEMENT
THIS
AGREEMENT is dated as of December 5, 2008 , by and
between Albany International Corp. , its subsidiaries and
affiliates (hereinafter collectively referred to as
“Albany”) and Christopher Wilk (hereinafter
referred to as “Employee”).
WITNESSETH
WHEREAS,
Employee is employed by Albany and was informed on December 5,
2008 that his employment with Albany would be terminated as a
result of the elimination of his position; and
WHEREAS,
the parties seek to enter into this Release and Separation
Agreement (“Agreement”) with the intent to establish a
separation date and to settle and compromise any and all potential
disputes that may exist between the parties.
Now,
therefore, in consideration of the premises, covenants and
conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Albany and Employee hereby agree as
follows:
1.
Employee acknowledges
that on December 5, 2008 he was given this Agreement and was
afforded 45 days to consider same.
2. Employee
was, and hereby is, advised to consult a lawyer before signing this
Agreement and did in fact have the opportunity to obtain the advice
of counsel.
3. Employee
may accept this Agreement only by signing, dating and delivering
the Agreement to Albany (in the manner set forth in Section 23) on
or before Albany’s normal close of business on January 23,
2009 . Time is of the essence with regard to this Section
3.
4. Employee
may revoke this Agreement at any time within seven (7) days after
signing and delivering it to Albany by notifying Albany in writing
(in the manner set forth in Section 23) of Employee’s
decision to revoke. Time is of the essence with regard to
this Section 4.
5. Employee’s
employment with Albany shall be involuntarily terminated as of
January 1, 2009 , unless terminated earlier in accordance
with sections 8 or 9 hereof (in any case, the “Separation
Date”).
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6. During
the remainder of Employee’s employment with Albany, Albany
shall continue to pay Employee at his current rate of compensation
less (i) applicable withholdings for taxes, (ii) deductions for
premiums due from Employee for any health care or life insurance
coverage provided by or through Albany, (iii) 401(k),
profit-sharing or other Albany benefit plan contributions and (iv)
any other applicable or agreed upon withholdings.
7. Employee
agrees that on or after the Separation Date he shall execute an
additional release in the form annexed hereto (the
“Supplemental Release”) covering the period from the
date of Employee’s execution of this Agreement through the
Separation Date. Employee acknowledges and agrees that the
obligations to be performed by Albany under this agreement after
the Separation Date shall be contingent upon the execution of the
Supplemental Release. Failure to execute the Supplemental Release,
however, will not affect the validity of the release contained in
paragraph 13 of this Agreement.
8. Albany
reserves the right to terminate Employee prior to January 1,
2009 with or without cause. Cause shall be deemed to exist if
Albany determines that Employee has:
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(i) undertaken a position in
competition with Albany;
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(ii) caused substantial harm to
Albany with intent to do so or as a result of gross negligence in
the performance of his duties;
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(iii) wrongfully and
substantially enriched himself at the expense of Albany;
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(iv) been convicted of
felony;
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(v) failed to perform his duties
in an adequate and proper manner in accordance with the
instructions communicated to Employee by his direct
supervisor.
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9. Employee
reserves the right to terminate his employment with Albany at will,
at any time prior to January 1, 2009 .
10. At
the termination of Employee’s employment by Albany, either on
January 1, 2009 or earlier, for any reason except cause, and
after the irrevocability of this Agreement, Albany agrees to
provide Employee the following severance benefits to which he would
not otherwise be entitled. Employees acknowledges and agrees that
these severance benefits constitute adequate legal consideration
for the promises and representations made by him in this Agreement,
and are in lieu of any benefits payable under any severance plan
now in existence or adopted prior to the Separation
Date.
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(a) Albany
will pay Employee the gross sum of $45,106.65 over a period
of approximately 24.69 weeks (the “Severance
Period”), less applicable withholdings and deductions
required by law, or otherwise agreed to by the parties.
Notwithstanding the denomination of the Severance Period in weeks,
payments will be made in monthly installments by check, or direct
deposit, at the Employee’s last monthly rate of pay, on the
15 th day of every month until paid in full (and may
contain a pro rata payment for any partial month). In the event
Employee dies before the last payment is made hereunder, the
balance of such payments shall be paid to his spouse or, if he
shall have no such spouse at that time, to his estate.
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(b) Should
Employee elect, pursuant to the protections afforded by the
Consolidated Omnibus Budget Reconciliation Act
(“COBRA”), to continue group health care coverage as is
from time to time provided by or through Albany to all similarly
situated eligible employees, Albany shall pay the then applicable
COBRA contribution for the first six months of Employee’s
eligibility, or until Employee terminates such coverage, whichever
shall occur first. Thereafter, Employee shall pay the COBRA
contribution for the remaining months of eligibility or until
Employee terminates coverage, whichever shall occur
first.
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(c) Albany
reserves the right to modify, supplement, amend or eliminate the
coverages described in clauses (b) above for all similarly situated
employees, including, without limitation, the eligibility
requirements and/or premiums, deductibles, co-payments or other
charges relating thereto.
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(d) Albany
shall pay Employee for any accrued, unused vacation pursuant to
existing corporate policy at Employee’s last rate of salary,
less applicable withholdings and deductions required by law or
otherwise agreed to by the parties. Said payment shall be made at
the first normal pay date following the Separation Date and
irrevocability of this Agreement.
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(e) Albany
shall allow Employee to keep the laptop computer used by Employee
during his employment with Albany, without cost, provided Employee
first surrenders the laptop computer to Albany so that all
proprietary and confidential information may be removed.
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(f) To
assist Employee in obtaining employment, Albany shall make
available and bear the cost of outplacement services to be provided
by an outplacement firm chosen by Albany. Said services will be
provided for a period of up to three months, or until Employee
finds employment, whichever occurs sooner and shall be made
available immediately upon execution of this Agreement.
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(g) Effective
on the Separation Date, Employee will no longer be an employee of
Albany, and will cease to accrue benefits under any pension,
401(k), profit-sharing or other Albany employee welfare benefit
plan.
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(h) Contemporaneous
with the execution of this Agreement, Albany shall enter into a
separate Consulting Agreement with Employee to pay Employee a flat
hourly fee of $100.00 per hour for a minimum of 40 and maximum of
80 hours of consulting services per month from January 2009 through
March 2009.
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(i) It
is the intent of the parties that this Agreement provides payments
and benefits that satisfy the distribution requirements of Section
409A of the Internal Revenue Code. The methodology to effect or
address any necessary modifications shall be subject to reasonable
and mutual agreement between the parties.
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(j) All
unpaid severance or other be
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